Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures ("DCP") are designed to provide reasonable assurance that information required to be disclosed by Northgate in reports filed with or submitted to various securities regulators is recorded, processed, summarized and reported within the time periods specified. This information is gathered and reported to Northgate's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), so that timely decisions can be made regarding disclosure.
Northgate's management, under the supervision of, and with the participation of, the CEO and CFO, have designed and evaluated Northgate's DCP, as required in Canada by Multilateral Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings. Based on this evaluation, the CEO and CFO have concluded that, as of the end of the period covered by this report, Northgate's DCP were effective.
Internal Control Over Financial Reporting
Northgate's management is responsible for designing, establishing and maintaining adequate internal control over financial reporting ("ICFR"). ICFR is a process designed by, or under the supervision of, senior management, and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and preparation of Northgate's consolidated financial statements in accordance with Canadian GAAP. These controls include policies and procedures that:
- pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Northgate;
- provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of Northgate; and
- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Northgate's assets that could have a material effect on the annual financial statements or interim financial statements.
Northgate's management, with the participation of the CEO and CFO, evaluated the effectiveness of the Corporation's ICFR as of December 31, 2008. In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control- Integrated Framework.
Northgate acquired Perseverance during 2008, and management excluded from its assessment of the effectiveness of the Corporation's ICFR as of December 31, 2008, Perseverance's ICFR associated with total assets of $305,066,000 and total revenues of $123,850,000 included in the consolidated financial statements of Northgate as of and for the year ended December 31, 2008.
Based upon its assessment, management concluded that, as of December 31, 2008, the Corporation's ICFR was effective.
Northgate continually reviews and enhances its systems of controls and procedures. However, because of the inherent limitations in all control systems, management acknowledges that ICFR will not prevent or detect all misstatements due to error or fraud.
Changes in Internal Control over Financial Reporting
No changes were made in Northgate's ICFR during the year ended December 31, 2008, that have materially affected, or are reasonably likely to affect, our ICFR.